VANCOUVER, Aug. 3, 2017 /CNW/ - Castle Peak Mining
Ltd. ("Castle Peak" or the "Company", TSXV: CAP) is pleased to
announce that, further to its news release of April 24, 2017, the Company has entered into a
definitive agreement (the "Agreement") with Star Goldfields Ltd.
(the "Purchaser") that provides for the sale of substantially all
of the assets of the Company (the "Transaction").
Pursuant to the Agreement, the Purchaser will acquire the rights
to all of the Company's exploration interests in the southern
Ashanti Belt, Western Region,
Ghana. In consideration, the
Purchaser will pay the Company an aggregate cash purchase price of
US$4.25 million.
Terms of the Agreement include:
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(a)
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A non-refundable
payment of US$200,000 which was paid in April 2017;
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(b)
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A further deposit
US$2,050,000 which was paid upon signing the Definitive Agreement;
and
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(c)
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The balance of
US$2,000,000 payable at Closing.
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Completion of the Transaction is subject to customary conditions
for a transaction of this nature, which include applicable
regulatory and stock exchange approvals and the approval by not
less than 66 2/3% of the votes cast by Shareholders represented in
person or by proxy at a meeting of Shareholders to be called to
consider and approve the Transaction in accordance with the
Business Corporations Act (BC). The outside date under the
Agreement to satisfy all conditions and close the Transaction is
October 31, 2017.
Reasons for the Transaction
Current market conditions for international junior exploration
companies, and the ability to raise capital in this environment to
further develop and expand the Company's assets in Ghana, are very uncertain. Accordingly, the
management and board of directors of the Company determined that
this was a unique opportunity to realize a return on its investment
in Ghana.
The board of directors of Castle Peak has unanimously determined
that the Transaction is in the best interests of the Company and is
fair to the Shareholders.
In the event that the Transaction is ultimately approved and
completed according to the terms of the Agreement, the Company will
not have any active business operations or assets other than cash.
The Board of Directors of Castle Peak intends to explore potential
strategic alternatives following the closing of the proposed
transaction. There can be no assurance that such exploration of
strategic alternatives will result in a transaction being pursued,
entered into or consummated. The TSXV may transfer Castle Peak to
the NEX, a separate board of the TSXV, following the completion of
the proposed sale transaction if Castle Peak fails to meet the
ongoing minimum listing requirements of the TSXV.
Additional details of the Transaction will be disclosed in the
information circular of the Company for the Shareholder meeting
which the Company currently anticipates will be mailed to the
Shareholders in September 2017 for an
annual and special meeting of Shareholders expected to take place
in early October 2017, with closing
expected to occur shortly thereafter.
A copy of the Agreement will be made available under the
Company's profile on SEDAR at www.sedar.com.
About Castle Peak
Castle Peak Mining Ltd. is a
Canadian-based junior exploration company focused on advancing
greenfields and early stage gold projects. The Company holds a
strategic land package in the Ashanti belt adjacent to several
producing gold mines in Ghana,
West Africa. The Ashanti belt is
known as one of the most prolific gold belts in the
world.
On behalf of the Board of Castle Peak Mining Ltd.:
"Allan Green"
Director
FORWARD-LOOKING STATEMENTS
Certain information provided in this press release
constitutes forward-looking statements and information within the
meaning of applicable securities laws. Specifically, and without
limitation, this press release contains forward-looking statements
and information relating to: the anticipated benefits of the
Transaction, the anticipated timing of the mailing of the
information circular and the Shareholder meeting and the
anticipated timing for the closing of the Transaction.
Forward‐looking information typically contains
statements with words such as "anticipate", "believe", "forecast",
expect", "plan", "intend", "estimate", "propose", "project", or
similar words suggesting future outcomes. The Company cautions
readers and prospective investors in the Company's securities not
to place undue reliance on forward‐looking
information as, by its nature, it is based on current expectations
regarding future events that involve a number of assumptions,
inherent risks and uncertainties, which could cause actual results
to differ materially from those anticipated by the Company. In
respect of the forward-looking statements and information set out
in this press release, the Company has provided such in reliance on
certain assumptions that it believes are reasonable at this time,
including assumptions as to currency exchange rates, the time
required to enter into the definitive agreement, the time required
to prepare and mail Shareholder meeting materials, the ability of
the Company to receive, in a timely manner, the necessary
Shareholder and stock exchange approvals and the ability of the
Company to satisfy, in a timely manner, the other conditions to the
closing of the Transaction.
There are many risk factors associated with the completion of
the Transaction. A number of factors could cause actual results to
differ materially from those anticipated by the Company, including
but not limited to risks and uncertainties inherent in the nature
of the Transaction including the failure of the Company to obtain
necessary Shareholder and stock exchange approval, or to otherwise
satisfy the conditions to the Transaction, in a timely manner by
the outside date or at all, risks of a material adverse change to
the Company's assets or revenue, risks of unknown liabilities that
may arise, uncertainties regarding Transaction natural disasters,
change in government policies, currency fluctuations and controls,
risks of high inflation and increased costs, changes in currency
exchange rates, and other risks associated with international
activity and Ghana.
Castle Peak operates outside of Canada and as such, is subject to a number of
political risks over which it has no control. The
forward‐looking information included herein is
expressly qualified in its entirety by this cautionary statement.
The forward‐looking information included herein is
made as of the date hereof and the Company assumes no obligation to
update or revise any forward‐looking information to
reflect new events or circumstances, except as required by
law.
SOURCE Castle Peak Mining Ltd.
